Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is effective as of May 12, 2025 (“Effective Date”), by and among SIMPLIFY INVENTIONS, LLC, a Delaware limited liability company whose address is 38955 Hills Tech Drive, Farmington Hills, Michigan 48331 (“Seller”), TRAVELHOST LLC, a Michigan limited liability company whose address is 38955 Hills Tech Drive, Farmington Hills, Michigan 48331 (the “Company”), and THE ARENA GROUP HOLDINGS, INC., a Delaware limited liability company whose address is 200 Vesey St., 24^th Floor, New York, NY 10281 (“Buyer”). Each of Seller, the Company and Buyer may be referred to in this Agreement as a “Party,” and collectively as the “Parties.”

RECITALS

A. The Company is a Michigan limited liability company engaged in the business of promoting travel and regional attractions and selling advertising for online and print marketing materials (the “Business”); and

B. Seller owns 100% of the membership interests of the Company and desires to sell, and Buyer desires to purchase, all of Seller’s membership interests in the Company on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals set forth above, which are incorporated herein, the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. SALE AND PURCHASE OBLIGATIONS.

1.1 Sale and Purchase of Membership Interest.

(a) On the Closing Date (as defined in Section 1.3), Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller, all of Seller’s membership interest in the Company owned by or held for the benefit of Seller (the “Membership Interest”), free and clear of liens and encumbrances.

(b) In acquiring all of the Membership Interest from Seller, Buyer shall thereby acquire all of Company’s assets, including, without limitation, the assets identified on the attached Schedule 1.1(b).

1.2 Purchase Price. The purchase price for the Membership Interest shall be One Million and 00/100 Dollars ($1,000,000.00) (the “Purchase Price”), payable to Seller by Buyer within sixty (60) days following the date of the Closing in immediately available funds.

1.3 Closing. The purchase and sale provided for herein shall be consummated and closed (“Closing”) at the offices of Seller’s attorney on such date as Buyer and Seller shall mutually agree in writing (the “Closing Date”).

1.4 Due Diligence. Buyer knowingly waives any right to conduct any further inspections or investigations and perform additional due diligence reviews of the Membership Interest and the Company, including, without limitation, the Company’s assets, liabilities, operations, customers and prospects.

2. REPRESENTATIONS AND WARRANTIES.

2.1 Representations of Seller. Seller hereby represents and warrants to Buyer as of the Effective Date, and shall reaffirm to Buyer as of the Closing Date, the following:

2.1.1 Corporate Existence and Qualification. Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to own and operate its business and to carry on the Business as now being conducted.

2.1.2 Control. Seller is the sole member of the Company.

2.1.3 Authorization and Authority.

(a) Company and Seller each have full power and authority to execute, deliver and perform this Agreement and the other instruments and documents described in this Agreement. The execution and delivery of this Agreement by Company and the performance of the transactions contemplated herein have been duly and validly authorized by Company and Seller, its sole member, and all other corporate action of Company necessary for such execution, delivery and performance has been duly taken.

(b) No other action on the part of Company or Seller is necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

(c) This Agreement constitutes a valid and binding agreement of Company and Seller, enforceable against Company and Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency or similar proceedings affecting the rights of creditors generally.

2.1.4 Membership Interest. The Membership Interest constitutes one hundred percent (100%) of the membership interests of the Company. Seller has good and marketable title to the Membership Interest, free and clear of all liens and encumbrances.

2.1.5 Corporate Records. Seller has provided, or will make available to Buyer, the corporate records of the Company.

2.2 Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as of the Effective Date, and shall reaffirm to Seller as of the Closing Date, the following:

2.2.1 Validity of Agreement. Neither the execution and delivery of this Agreement by Buyer, nor the consummation of the transactions contemplated hereby, will result in a breach or violation of any agreement, indenture, mortgage, lease or other obligation or instrument to which Buyer is a Party or by which Buyer is bound, or of any applicable law to which Buyer is subject or by which it is bound.

2.2.2 Authorization. Buyer has full power and authority to execute, deliver and perform this Agreement, and all action of Buyer necessary for such execution, delivery and performance has been duly taken. This Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency or similar laws affecting the rights and remedies of creditors generally and equitable or other relief which is at the discretion of the court before which any proceedings may be brought.

2.2.3 Investment Intent. Buyer is acquiring the Membership Interest to be transferred under this Agreement for its own account, for investment and not with a view to the public resale or distribution thereof.

3. FURTHER ASSURANCES. At any time from the Effective Date to, through and after the Closing Date, Buyer and Seller shall execute and deliver to each other such further lists, documents and instruments and take all such further action as may be reasonably necessary to carry out the transactions contemplated in this Agreement. In connection with the Closing, Buyer will promptly file appropriate documentation with the Michigan Department of Licensing and Regulatory Affairs to change the Resident Agent and Registered Office of the Company to Buyer or Buyer’s designee and provide prompt written confirmation of such filing to Seller.

4. OTHER AGREEMENTS AND COVENANTS.

4.1 Defaults. In the event of a default by Seller under this Agreement, then, notwithstanding any other provisions of this Agreement or any other agreement or law to the contrary, Buyer may, at its option, (a) enforce the terms hereof by specific performance or otherwise, or (b) terminate this Agreement, in which event Seller and Buyer shall have no further obligations or liabilities to the other, except for those obligations that expressly survive termination of this Agreement. In the event of a default by Buyer under this Agreement, then, notwithstanding any other provisions of this Agreement or any other agreement or law to the contrary, Seller may, at its option, (a) enforce the terms hereof by specific performance or otherwise, or (b) terminate this Agreement, in which event Seller and Buyer shall have no further obligations or liabilities to the other, except for those obligations that expressly survive termination of this Agreement. In the event that this Agreement is terminated by Seller or Buyer, Buyer shall promptly deliver to Seller all information pertaining to the Company and/or Seller in Buyer’s possession.

4.2 Brokerage. The Parties agree that all negotiations relative to this Agreement and the transactions contemplated in this Agreement have been carried on by the Parties directly without the intervention of any other person (except their respective attorneys), and such negotiations, and the consummation of the transactions under this Agreement, will not result in any liability to Company for any finder’s fee, brokerage commission, or other similar fee.

4.3 Contracts Obligations. Seller, Company and Buyer acknowledge and agree that, on the Closing Date, Company and Buyer shall assume and be solely responsible for all obligations, liabilities, costs and expenses of any nature whatsoever for or in connection with the performance of all Contracts identified on Schedule 1.1(b) (“Contracts”), and Company and Buyer will indemnify and hold Seller and Bridge Media (defined below) harmless from and against any and all liabilities, losses, costs, damages or expenses, which may be incurred by or asserted against Seller, including, without limitation, reasonable attorney fees, in connection with claims arising out of or related to all Contracts.

4.4 Indemnification. Buyer shall indemnify and hold Seller harmless from and against any and all liabilities, losses, costs, damages or expenses, which may be incurred by or asserted against Seller, including, without limitation, reasonable attorney fees, in connection with any claims arising out of or related to (a) the operation of the Business and/or the Company arising from and after the Closing Date and (b) the Contracts (the “Buyer Indemnification Obligations”).

4.5 Termination. In the event that this Agreement is terminated by Seller or Buyer in accordance with the terms of this Agreement, Buyer shall promptly deliver to Seller all information pertaining to the Company and/or Seller in Buyer’s possession, and Buyer shall use commercially reasonable efforts to request each of its representatives and/or agents that may have any such information in its possession to promptly deliver such information to Seller.

5. CLOSING DELIVERABLES. At the Closing on the Closing Date, the Parties shall cause to be delivered to each other the following:

5.1 Seller Closing Deliverables.

5.1.1 Assignment of Membership Interests. Seller shall assign to Buyer all of its Membership Interest in a form and substance satisfactory to Buyer necessary to assign, transfer and vest in Buyer good and marketable title to the Membership Interest, free and clear of all liens and encumbrances.

5.1.2 Assignment and Assumption of Affiliate Contracts. Seller shall cause its affiliate, Bridge Media Networks, LLC (“Bridge Media”), to execute and deliver to the Company an assignment and assumption agreement, to assign and transfer to the Company the BMN Contracts (the “BMN Contract Assignment”) as soon as practicable following the Closing.

5.1.3 Resignation of Manager. Seller shall cause the Company’s manager to deliver to Buyer a letter resigning as the manager of Company.

5.1.4 Other Documents. Seller shall execute and deliver to Buyer such other documents as Buyer deems reasonably necessary to consummate the Closing of the transactions contemplated by this Agreement.

5.2 Buyer Closing Deliverables.

5.2.1 Purchase Price. Buyer will deliver to Seller the Purchase Price.

5.2.2 Assignment and Assumption of Affiliate Contracts. Buyer shall cause Bridge Media to execute and deliver to Seller the BMN Contract Assignment as soon as practicable following the Closing.

5.2.3 Other Documents. Buyer shall execute and deliver to Seller such other documents as Seller deems reasonably necessary to consummate the Closing of the transactions contemplated by this Agreement.

6. MISCELLANEOUS.

6.1 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given on the day thereof if delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, or three (3) business days after mailed by certified or registered mail with postage prepaid, return receipt requested, or one (1) business day after depositing such notice or other communication for next business day delivery in the hands of a nationally-recognized courier service, in each case addressed to the applicable Party at its address set forth on the first page hereof or at such other address as the applicable Party may designate by written notice to the other Parties. A copy of any notice to Seller must contemporaneously be sent to [email protected].

6.2 Entire Agreement and Construction. This Agreement, together with the schedules and/or exhibits attached to this Agreement and any documents and instruments executed in connection with this Agreement or the Closing, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior arrangements, understandings, negotiations and discussions, whether oral or written, of the Parties. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Party against whom enforcement is sought. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The unenforceability or invalidity, if any, of any provision of this Agreement shall not render any other provision or provisions unenforceable, and each provision hereof shall be enforced to the fullest extent permitted by applicable law.

6.3 Benefit. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns. The rights and obligations of the Parties hereunder shall not be assigned or delegated, as the case may be, without the prior written consent of the other Parties. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their respective heirs, executors, personal representatives, successors and permitted assigns as provided herein, any rights or remedies whatsoever.

6.4 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Any facsimile or electronically scanned signature hereon shall be given the same force and effect as an original signature.

6.5 Captions and Use of Pronouns. The captions inserted herein are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of this Agreement. Whenever herein the singular is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa, whenever the context so requires.

6.6 Governing Law. This Agreement shall be governed by, construed, and enforced, and the rights of the Parties hereunder determined, in accordance with the laws of the State of Michigan, without regard to the conflict of laws principles.

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IN WITNESS WHEREOF, the Parties hereto have executed this Membership Interest Purchase Agreement as of the Effective Date.

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

Arena Group Posts Third Consecutive Profitable Quarter in Q1 2025 with $4.0 Million in Net Income

Expansion of Brand-Building Activities and Competitive Publishing Model Fuel Positive Results Across Media Brands

Management Posts Video Reviewing Quarterly Performance and Strategic Initiatives

NEW YORK – May 15th, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a technology platform and media company home to hundreds of media brands, including TheStreet, Parade, Men’s Journal, Athlon Sports, Surfer, Powder and more today announced financial results for the three months ending March 31, 2025 (“Q1 2025”).

Financial Highlights for Q1 2025:

Financial Guidance for Q2 2025:

“In Q1 2025, we expanded our brand-building activities and competitive publishing model originally pioneered with Athlon Sports to more of our brands, and the results have exceeded expectations,” said Paul Edmondson, CEO of The Arena Group. “Our entrepreneurial publishers have brought extraordinary energy and commitment to each brand. By aligning incentives with audience engagement, we’ve unlocked significant growth in our users, distribution and revenue. This performance reaffirms the power of our model.”

“Our goal is to leverage this new approach across our entire platform — driving traffic, higher CPMs, and increased revenue, while maintaining expense discipline to sustain profitability,” Edmondson added. “With these results, we believe we are well-positioned to maintain profitability throughout 2025.”

Operational highlights:

Arena recently acquired the travel brand, TravelHost. This iconic publication was founded in the mid-1960s and was the first in-room hotel magazine. It now provides travelers with local insights in 30+ markets. Arena intends to fully update and modernize the site and the brand’s offerings.

Video Message:

Paul Edmondson, The Arena Group’s CEO, has posted a video reviewing Arena’s quarterly results and business strategy. The video addresses questions previously submitted by investors and other interested parties. It has been shared across Arena’s social media channels and is available HERE.

About The Arena Group

The Arena Group (NYSE American: AREN) is an innovative technology platform and media company with a proven cutting-edge playbook that transforms media brands. Our unified technology platform empowers creators and publishers with tools to publish and monetize their content, while also leveraging quality journalism of anchor brands like TheStreet, Parade, Men’s Journal, Athlon Sports, Surfer, Powder and more to build their businesses. The company aggregates content across a diverse portfolio of brands, reaching over 100 million users monthly. Visit us at thearenagroup.net and discover how we are revolutionizing the world of digital media.

The Arena Group Contact:

Steve Janisse, The Arena Group

404-574-9206

[email protected]

The Arena Group Investor Contact:

Rob Fink

FNK IR

646-809-4048

[email protected]

Source: The Arena Group Holdings, Inc., Google Analytics

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THE ARENA GROUP HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Use of Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net income (loss) as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments, and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are that our presentation of Adjusted EBITDA:

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

Forward-Looking Statements

This Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues and income from continuing operations, cost reductions, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding and our ability to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 (the “2024 10-K”) and in our other SEC filings and publicly available documents). Other statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Press Release, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in the 2024 10-K and in in Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1 10-Q”). The discussion in this Press Release should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 in the 2024 10-K and in the Q1 10-Q.

This Press Release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Press Release except as may be required by law.

Exhibit 99.4

Exhibit 99.5

Exhibit 99.6

Exhibit 99.7